Ghost Ship
by Transformer Author Spotlights
Summary: BW :: set in world of Nicki's Seer Arc :: A Cybertron ship's distress beacon is detected after a severe lightning storm. The Maximals investigate, discovering it is a vessel presumed by history to be destroyed. Problem is, it's not as dead as it seems...
1. Part I

Proxy Note: This is an old story by a very nice girl (who by now is a woman and teaching English) and a writer I consider one my major influences. Fics like these are hard to track down, so I am providing them here in the hopes that they will receive the accolades Nicki's series deserves. For additional notes, please visit the bio.

Disclaimer: This story is the work of Nicki Ellsesser. The characters belong to Hasbro, but the plot is entirely Nicki's. The story is presented as closely to the original - this means any errors in spelling, etc., made by the writer have stayed - as FFN formatting restrictions allow. Scene breaks and other miscellaneous may be replaced with or modified to something FFN won't strip.

Claimer: I wrote the summary. Suggestions for its improvement are most welcome.

_Edit 30-April-2009_: I found the original summary. "A violent storm uncovers an ancient crash site, and the Maximals soon learn that some things are better left buried. First in a series." ...is it bad if I just leave mine up?

* * *

**Ghost Ship**

by Nicki Ellsesser

PART I

A storm raged across the land, tearing the very fabric of the night asunder with its jagged flashes of lightning. Rain furiously pelted the ground and thunder roared like some angry god newly awakened.

"Lucky it's not an energon storm; we'd all be fried by dawn," Rhinox mused to himself as he marveled at one of the greatest examples of the sheer power of nature. After a time, however, the gale winds quieted, the rain spent its fury, and the thunder was reduced to a dwindling grumble in the distance. The large Maximal switched off his screens and went to rouse the others for damage check duty. Even if it wasn't an energon storm, it could still have caused a lot of destruction.

*

And indeed, the storm had left its mark on the land. Rocks and branches lay strewn everywhere, and the tree line to the west had been significantly reduced.

Just inside the boundaries of the jungle, a particularly large tree, the very patriarch of the flora, which had withstood hundreds of storms such as these, had been struck by a white-hot bolt of lightning, shattering most of the trunk and sending the twisted remains crashing down upon the forest floor. Of course such the enormous hulk had crushed several of its children beneath it, leaving a wide bare spot that had previously been cloaked in greenery. In that newly made clearing, a mossy hillock rose from the otherwise smooth ground, though not an ordinary hill. It was far too regular; an oval that tapered off at one end. Through the tangled vines and grass that had been deposited on it, metal still gleamed dully in the morning sunlight that beamed fully upon the ground for the first time in years. As the light struck the pitted surface, the sound of old machinery coughing and thumping as the solar panels so long obscured began to once again collect energy could be clearly heard, had anyone been around to listen.

Inside the ancient ship, lights stuttered to life on long-abandoned instruments. A few alarms let out their screeching howl as the brittle wiring of several old panels gave out at the unexpected surge of power, then fell silent as the remaining backup circuits kicked in. At one console, grimy with a fine layer of the dust that seeped in through various cracks and vents, a single light blinked on and off steadily, and a cry that had long ago been choked off suddenly started to echo again.

*

"What the... dis can't be right!" Rattrap exclaimed, catching the other Maximals' attention instantly.

"Predacons?" Optimus Primal asked, the concern evident in his voice. The Axalon had taken only superficial damage, certainly, but still none of them wanted to deal with an attack right now.

"Nah, 'dey probably got it worse 'den we did, 'dey was right in the storm's path. This is... it's just impossible!" Optimus sighed and went over to the console to see for himself, but gasped out loud when he saw what the sensors had picked up.

"That's a distress signal," Optimus said quietly. "From another ship."

Utter silence reigned as those words settled in. Then everyone began talking at once.

"A ship? From Cybertron?"

"A rescue party?"

"Where is it? We gotta find it before the Preds do!"

Optimus raised a hand and silenced them all again. "Rattrap, what's the location of the vessel?" he asked the small Maximal in front of him. Rattrap punched a few commands into the computer, his eyes narrowing as the results came up.

"'Bout thirty klicks due west," he muttered. "Nowhere near Pred territory; 'dey probably can't even pick it up. We're barely receiving it as it is. But there ain't no place to land a ship out 'dere, it's all trees."

"We'll worry about that later. Right now we have to get to that ship, its crew may be in need of assistance," Optimus snapped and whirled towards the waiting lift. Dinobot stepped into his path, his eyes narrow and suspicious.

"You do, of course, realize that this could be a Predacon trap," he said, his voice as always coming out in a rasping near-hiss. Optimus stopped and considered this. There was that chance, naturally, but he couldn't very well not go out to investigate the distress signal.

"We have to check this out Dinobot. We have no choice." He tensed, expecting an argument, but to his surprise, Dinobot nodded.

"It seems we are agreed. If it is genuine, it cannot be allowed to fall into Predacon hands. However, I suggest that only a small party go ahead to scout the area."

Optimus nodded shortly. "Very well, then. You, Cheetor, and Rattrap go check it out. We'll radio Airazor and Tigatron and follow you when they get here." Dinobot saluted and stalked out the door, Cheetor and Rattrap followed quickly. "And be careful!" Optimus called out after them as the door hissed shut.

* * *

Nearly two hours later, the trio stood in the small clearing, staring in astonishment at the scene before them.

"Jumpin' gyros, how long d'ya suppose it's been here?" Cheetor asked quietly.

"Hard ta say, kiddo... probably quite a few years by the looks of it. What a rust bucket!" Dinobot glanced over at them in disgust.

"And has it occurred to either of you that we might more readily find answers inside, rather than standing out here and _chatting_?" he asked scornfully.

"I dunno, Chopperface, maybe we should wait for the others. No tellin' what's inside."

Dinobot smiled nastily at the rat beside him. "Don't tell me you are afraid of a mere rust bucket."

Rattrap bristled at the mocking tone of Dinobot's voice, and glared at the raptor. "Who ya callin 'chicken', Dinobutt?! Lemme at 'dem weeds." And with that he launched himself at the nearest cluster of vines and began tearing them off furiously.

"Dinobot — MAXIMIZE!" The raptor immediately changed into a fearsome robot. Dinobot drew his sword and started hacking at a section near Rattrap, where the door should have been.

"Hey kiddo, you gonna sit 'dere all day, or help with the gardening?" Rattrap asked Cheetor, who shrugged and joined in with his claws and teeth. After a few moments, he let out soft _mroww_, of surprise. The other two glanced over Cheetor's shoulder to see what was so disturbing. Beneath Cheetor's paws, vague writing could be seen, blurred by dirt and time, but still readable — the ship's name.

"Tenacious," a squinting Rattrap read. "Now why does 'dat sound familar?"

Dinobot snorted. "You have no appreciation for your history, vermin."

Rattrap whirled on him angrily. "And I suppose you know what it is, Dinobreath?"

Dinobot smirked at him. "As a matter of fact, I do. The Tenacious was a scientific exploration vessel launched from Cybertron centuries ago; it vanished without a trace five days into it's journey and was never heard from again. The Elders assumed it had been destroyed." At this bit of news Cheetor whistled softly.

"Well, now we know what happened to it," he whispered. "Should we try to get inside?"

"Don't see why not, 'dere might be sometin' in 'dere we can use. Now, if this is the head of the ship, the door should be right about...there." With that he began digging into the plant-life furiously. After a few moments he gave a shout of triumph and steeped back, revealing a sealed hatchway.

"Great job, Rattrap... only how do we open it?" Dinobot studied the door for a moment then dug his hand in and heaved. With a protest of rusty gears, the door squealed open halfway and refused to budge another inch, despite Dinobot's best efforts. The Maximals peered through the opening, and then filed through silently, their footsteps stirring up dirt that had not moved since the door had been sealed.

The air was cool, if a little musty and the sunlight drove most of the shadows back into corners. By unspoken agreement, they made their way toward the helm, Dinobot in the lead, followed by Rattrap, and Cheetor bringing up the rear. None of them spoke.

They reached the helm without spotting anything, indeed the ship seemed deserted, though why that should surprise them they couldn't say. It had obviously been shut down for ages. The door to the helm slid open more easily than the outer hatch had, revealing the many panels and consoles that had only began their tasks again that day. Again, the room was completely empty, but for the machines, which only added to the eerie atmosphere. And yet, the place didn't feel empty.

"Where do you suppose they— ARRRRGHH!" Dinobot and Rattrap whipped around, weapons armed at Cheetor's yell of pain. Neither of them had a chance to take in the scene before them before they started firing. The thing that had Cheetor dropped him after a few seconds, and he fell limply to the floor and didn't move again. Then it moved towards the other two with impossible speed. Rattrap and Dinobot were enveloped by it. After a few moments, all movement stopped, all thought ceased and darkness swallowed them like some hungry monster.

Perfect and unbroken silence swallowed the ship again. The dust settled, and the smell of blaster fire filtered out the open door after a time. And in the midst of it, three figures lay on the floor of the ancient ship, unmoving.

* * *

Optimus Primal frowned at the terrain below him, trying to discern the area where Rattrap had pinpointed the ship. Below him, Rhinox was but a moving brown blur as he crashed through the underbrush.

"Optimus," the com at his chest crackled to life. "From the coordinates Rattrap got, we should be right on top of it. You see anything yet?"

"Not a th— wait a minute. 300 yards to your left and about 100 yards ahead."

"Any sign of the others?"

Optimus scanned the rapidly approaching clearing. "None, but it looks as though they were excavating part of a hill near the center."

"I see it, be there in a few minutes." Optimus closed the link and landed on the soft grass, not far from where Cheetor, Dinobot, and Rattrap had pulled the growth away from the ship's hull. Optimus stared in disbelief at the writing on the side. Rhinox rumbled up to his right and stopped short, with a barely audible gasp.

"The 'Tenacious'. It can't be, that ship went missing centuries ago," the rhino whispered in awe. "Look at her, still holding together after all this time. But how could it be transmitting the distress signal?"

"Perhaps we'd better find out. And where are the others? They should have heard us approaching." The two Maximals moved towards the shadowy opening in the side of the ship, still half obscured by trailing vines. Optimus pushed them aside and peered cautiously into the cool mustiness beyond, Rhinox close behind him.

*

At the helm, one of the prone figures on the floor began to stir again. With a soft hiss, Cheetor's optics flickered to life again, a faint bluish light flaring in them for a moment, before they returned to their usual bright gold. He lurched to his feet, leaning on a panel for support until the last effects of the surge had spent themselves. A soft scrape of metal on metal brought his attention to the other two on the floor. Dinobot and Rattrap, too, were conscious again, the same bluish light sputtering in their optics and fading just as quickly. "Are you all right?" he asked them. They nodded curtly and quickly got to their feet. "Come on, then, we have much to do." The three Maximals started toward the various stations of the helm when a slight noise from the other side of the door caught their attention. Dinobot drew his sword and crept up to the lock release. Behind him Cheetor and Rattrap drew their own weapons, preparing to fire at whatver awaited them on the other side.

Dinobot hit the panel and the door slid open to reveal— Optimus and Rhinox in a similar position. All the Maximals lowered their weapons instantly. "Are you three okay?" Optimus demanded.

"Affirmative. We had a minor problem with one of the ships defense systems, but no damage was done." Dinobot rasped quickly. Cheetor and Rattrap inclined their heads in agreement.

"Well, this is certainly a major find! The Tenacious is one of the most famous "Lost Ships" in Cybertronian history. I'm surprised these instruments can still function after this long." Rhinox lumbered over to the nearest bank of screens and ran his hand over the keys almost reverently. "They just don't make 'em like this anymore. This ship has to have been sealed up for at least a century, and those solar energy collectors must've fired right up."

"Yes, she's truly a magnificent piece of work," Optimus agreed. "But I'm afraid we'll have to leave the sight seeing for tomorrow. Airazor is back at base, but we couldn't raise Tigatron. I'd like to get back just in case the Preds do decide to try an attack." Rhinox reluctantly powered the stations down and the Maximals filed out of the remains of the Tenacious, sealing the door once again.

*

On the journey back to the Axalon, Cheetor, Dinobot and Rattrap hung back from Optimus and Rhinox, deep in some conversation. What those three had to talk about, Optimus couldn't fathom, but it might do them some good to spend some more time around each other. The trip from the Tenacious to the Axalon didn't take half so long as it had the other way around; this time they knew exactly where they were going.

"Sentinel, stand down," Optimus called out as the Axalon came into view. The outer shield shimmered out of existence and the lift lowered to meet them. Once inside the base, Rhinox ad Optimus eagerly filled Airazor in on the amazing find, though the finders themselves seemed less than interested in the conversation. Rattrap immediately sat down at the computer station and began working at a furious pace.

"Do you think there's a way we could use the engines to repair our own?" Airazor asked as Rhinox finished his description of the condition of the Tenacious. The large Maximal thought a moment, then nodded slowly. "Depends on what shape they're in, but there might be a chance of at least finding some of the parts we need." Then Airazor became more thoughtful.

"And you saw no sign of the original crew?" she inquired thoughtfully.

Optimus shook his head. "None whatsoever. It's possible that they abandoned the ship after it landed, though I can't imagine for what reason. There was no sign of any damage other than rust."

" Well then, why didn't they simply lift off? Why just leave the ship?"

"I guess that's something we'll never know," Optimus replied, a bit saddened by the thought. Of course he hadn't known any of the crew, but he knew OF several of its members, the most prominent scientists of their time.

"Yes, you will never know. Even if there were records somewhere, none of you will live long enough to find them." A bolt of blaster fire slammed into Optimus from behind, sending him sprawling acros the room. He staggered to his feet and turned in time to see Rhinox tackle Dinobot, whose eyes were still glowing green from the energy they had just discharged.

"Dinobot! What are you doing?!" Rhinox demanded as he wrestled with the taller robot. He had just managed to pin Dinobot to the floor when a volley of laser fire hammered into his side. Cheetor and Rattrap. Rhinox was forced to let Dinobot up and take cover. He glanced over to where Airazor and Optimus stood, and motioned towards his weapon. Optimus hesitated a moment, but a new barrage of laser fire lit the room, and he nodded quickly.

Rhinox drew his chain gun and stood,facing the three Maximals. "Don't make me do this, please," he said quietly.

Cheetor stepped forward and smiled nastily, an expression none of them had ever seen on his face. "Are you really going to shoot your comrades?" the young Maximal spat.

Rhinox aimed, put his finger on the trigger and...couldn't do it. Cheetor sneered again. "Didn't think so. Sentinel! Activate internal defense systems and blow these losers to scrap." To the shock of the other three, Sentinel powered up its internal laser cannons and aimed at them.

"Get out of here!" Optimus shouted. He, Rhinox and Airazor scrambled toward the exits, dodging blaster bolts from both Sentinel and their comrades. They hurled themselves at the lift and jumped to the ground halfway down. As soon as they were clear of the ship, the shield appeared around it, glowing green in the sunlight.

"Wha—what was that?" Airazor asked, unwilling to believe, her teammates, her friends, could attack them like that.

"I have no idea, Airazor, but I'll bet anything I know where to find the answers," Optimus muttered. "The Tenacious."

*

Once more they made the journey to the rusting ship in the clearing, and once again they slipped through the half open outer door. "Rhinox, you check the crew's quarters. Airazor, I want you to search the engine rooms. I'll take the helm," Optimus ordered briskly.

"But what are we looking for?" Airazor inquired.

"Anything that can tell us why they turned on us." With that they split up and began searching.

*

Rhinox searched each room carefully and methodically, missing nothing — not that there was much to miss. Except for the film of dust that seemed to cover every surface, the rooms were bare but for a few minimal furnishings.

Rhinox began to feel more and more desperate as each room turned up nothing, though one wouldn't know it to look at him. But in his mind he kept hearing Dinobot threatening to kill them; saw the purely evil expression that had settled on Cheetor's face. It had to be the ship; something had happened to his friends here, and he had the strangest feeling that he already had a clue, though the harder he tried to bring it to light, the more it danced out of his grasp.

"What am I not seeing?" he whispered to the air in front of him. Though of course, nothing answered but the shadows, who only guarded the secrets of the Tenacious more jealously than ever, it seemed. In the last crewman's quarters, however, he found something. It was the same as the others had been, everything dull with dust and time, the air dry and close, as though it had been sealed in a tomb. However, on the table that stood in the center of the room, was a small box. He walked over and gently picked it up, fingering the small round button on one side. Other than that, the box was featureless, a lusterless grey in color, though that could have been the dirt. Carefully, he pressed the button and gasped as the hologram of a silver and blue robot shimmered to life.

"If anyone is hearing this, then I can only hope it is not too late for you. My name is Quicksilver, chief science officer of the 'Tenacious'," a brisk female voice sounded from the box. Rhinox stared in astonishment.

"They're coming for me," she continued bitterly. "I don't have much time, arrrgghh! There's no time, and there's so much you need to know. If anyone can hear this you have to defeat them, you must." With these words the Maximal scientist stopped and pressed her hands to her forehead.

"Oh, by the Matrix, what have I done?"


	2. Part II

**Ghost Ship**

by Nicki Ellsesser

PART II

Optimus had only given the helm a cursory glance on his first visit, but now he probed every nook and cranny of the cavernous room, putting every corner under scrutiny. The whole time, the urgency of the situation gnawed at him like some hungry demon. Somewhere, in this ancient hulk, something had been done to his teammates, and somewhere there had to be a way to reverse it.

Optimus moved to one of the stations and ran a hand over the gritty surface. Nothing; there was nothing at the helm that could help him. Nothing. Then it struck him — there really WAS nothing in the helm. Every non-essential system was missing; the chairs where the crew had sat, even bits and pieces of the paneling on the walls, all of it was gone. He leaned down and examined the surface of the console in front of him. It was not only dirty, but pitted and uneven on closer inspection, as though something had been eating at it, though there was nothing that could have done that in here. It was strange, and it made him more than a little uneasy. Now that he thought about it, he couldn't remember seeing a bit of machinery in the ship that wasn't absolutely vital to the functions. Even allowing for the crew to have cannibalized some of it for parts, there should still be things lying around. And yet everything that should have marked the presence of the crew was nowhere to be found, as indeed were the crew members themselves.

"As though they packed everything on board up and left," he murmured to himself. He turned to leave, feeling a sudden need to speak with Rhinox, when something on the opposite wall caught his attention. The entire face of the wall was scorched and blackened from blaster fire. Most of it was obviously as ancient as the ship, filmed over and faded, but for a few near the door. These scars were fresh, no more than a few hours old. Optimus moved toward them, some sort of grit crunching under his feet, and lightly ran a finger over the charred surface.

'_We had a minor problem with one of the ship's defenses'_, Optimus recalled Dinobot's words. This wasn't a response to a "minor problem," this was lethal force. And it would seem that the entire crew of the Tenacious had had the same problem, from the amount of scorching. It didn't make sense.

Optimus left the blaster marks on the wall and hurried out the door. Now he had to talk to Rhinox.

.

Airazor stepped quietly around a corner and peered down the darkened corridor, her quick eyes searching the gloom for any sign of something useful. The entire ship seemed to be shrouded in shadows, although she couldn't guess as to why — the solar panels should have had enough power to kindle the ship's lighting again by now. Still, it was only one of a number of strange things she had noted about the Tenacious. It was impossibly bare. Surely even eccentric scientists needed some kind of personal touches in their ship, didn't they?

She completed her search of the engine room and turned to leave, when her eyes fell on a small side entrance she had not noticed. By now, she had begun to suspect they weren't going to find anything in the Tenacious, but she wasn't about to give up. "We'll beat you," she whispered to the ship "We won't let you take our friends from us."

The Tenacious, of course, made no answer, though the shadows seemed to deepen, mocking her, daring her to bring the answers they held to light. The pieces of the puzzle were here; all she had to do was find them.

Airazor stepped into the dark passageway, her footfalls echoing loudly in the eerie silence. At the end of the hall was another door, with a small window at the top. Peering through the grimy glass, she was able to make out several tables, littered with tools and various other instruments. The main lab; by the looks of it, sealed and locked.

Airazor pressed the lock-release, but nothing happened. A faint grinding issued forth from the gears of the door as though it were trying to open, but was being jammed. She leaned forward, expecting to find rust or a bit of debris blocking the door shut. Pressing her shoulder against it, she tried to force the door open, but it remained solidly stuck. After a moment she saw why. Along the seam of the doorway was a line of smooth, shimmering metal that had been melted and cooled again. The lab had been welded shut.

Airazor backed away from the door quickly. Why would someone seal off this lab, and yet leave all the equipment behind? It had been welded from the outside, as though the intent had been to keep someone or something in. She stared at the door a moment longer, then whirled around and hurried back down the corridor, she had to report this to Optimus.

.

"What have I done?"

The words sounded through the empty room, resounding off the bare walls. In those four words, despair and defeat were painfully evident. The holographic Maximal lowered her hands suddenly and squared her shoulders, her blue-green optics flashing with anger.

"No, I won't do this to myself. It was an accident... but an accident that will cost all of us our lives. As far as I know, I am the only one who has escaped them, but it won't be long until they find me. It is too late for us... I only pray that someone hears this recording and destroys them, for if they ever escape this planet, the results will be disastrous."

Rhinox pressed the button again and the hologram faded. He rushed out of Quicksilver's room, the cube clutched tightly in his hand. Here was what they had come for. He had to find the others.

*

They met at the same time, in the junction where they had first split up, each calling out what they had found as the others appeared in view. However, it was the hologram that captured their attention.

"The chief science officer, you say? Quicksilver, wasn't it? I've heard of her. A most brilliant scientist," Optimus said quietly as he examined the small box. "All right, we'd better get out of here. Whatever got to the other three could still be here."

Rhinox, Optimus, and Airazor left the ship and stepped into the dazzling afternoon sunlight. Optimus turned to Airazor. "I want you to fly back to the Axalon, see if you can find out what they're doing back there. But be careful; there's no telling what they'll do if they see you. And try to radio Tigatron and have him keep and eye on the Predacon base. I want to know immediately if they try anything." Airazor nodded and leapt into the sky, reverting to her falcon form as she climbed the wind currents. Within a few moments she was out of sight.

"Now, let's hear the rest of that recording, Rhinox."

*

Airazor found a vantage point several hundred yards away from the Axalon, but the distance was no problem for her telescopic vision. And what said vision was showing shocked her.

The ground around the Axalon was littered with bits and pieces of metal, circuits and wiring. Nearby lay the remains of one of the lifts, the obvious donor of the debris. As far as she could see, Dinobot, Cheetor, and Rattrap were in the process of gutting the Axalon. Just then, she saw movement at the other lift, and Cheetor came out of the ship, his arms full of yet more metal and wires. He tossed it carelessly on the ground, leaving them to lay winking in the sunlight. Airazor almost fell off her perch at the sight that followed.

A fine bluish mist seemed to seep out of Cheetor, and engulf the pile of scrap in front of him. The mist crackled with energy, bursts of it lancing through like miniature bolts of lightning. Then the pile started to disappear before her eyes, and what's more, the mist seemed to be growing denser, the cloud larger. Dinobot and Rattrap came out and stood behind Cheetor, staring intently at the process.

It took only a few moments for the scrap metal to be devoured by the mist, which then rose up and swirled around her three comrades, vanishing back into them. Airazor suddenly had the feeling that she had found the reason for the disquieting bareness of the Tenacious, but what purpose could dissolving a bunch of metal serve? More importantly, what was that stuff inside the trio? Could the mist be responsible for their attack?

Airazor flapped her wings and lifted off, climbing higher and higher, until she caught a thermal updraft and soared away towards the wreck of the Tenacious. Optimus had to know of this.

*

"Only a few days into our journey, we were caught in the middle of an ion storm, which knocked out our navigational systems, forcing us to make an emergency landing on an unknown planet. Unfortunately, the landing was anything but gentle and ripped a hole in our fuel storage tanks, spilling the contents. Of course, the energon here is too unstable to use, at least on the surface. Below there is an abundance of pure, stable energon, but we had no way to mine it. It was for that reason, I assembled a work force of nano-machines, small enough to get through even the tiniest crevice to the energy below and collect it. To get enough to power the Tenacious, I had to create several hundred thousand and send them to work all day, every day."

The hologram was in excellent condition, considering how long it had been in disuse. The image of Quicksilver was still crystal-clear, the sound unmarred by any static. "To make them more efficient I downloaded an experimental Artificial Intelligence program into the machines, but without the captain's permission. This has proved to be my gravest error. They've developed their own minds, and fused together like some kind of insect colony."

The Maximal scientist's shoulders sagged suddenly, as though some dreadful weight had settled on them. "I found out only yesterday that they've developed a way of reproducing themselves. There are billions of the things now. They've hunted down every member of my team, and...and the only way I can say this is... taken them over; they've turned my crew into slaves. And it's all my fault."


	3. Part III

**Ghost Ship**

by Nicki Ellsesser

PART III

"They've turned them into slaves...and it's all my fault." Optimus and Rhinox exchanged horrified glances as those last words faded away. Silently, Rhinox depressed the button, halting the recording.

"Impossible...she's re-created the Swarm," Rhinox whispered, unable to believe that someone as brilliant as Quicksilver could do something so...so _stupid_. Optimus nodded grimly.

"And worse, there's no way to destroy them, not without destroying Dinobot, Rattrap and Cheetor. Unless you have any suggestions?"

"None whatsoever, but maybe Quicksilver did. Air Razor mentioned a lab down near the engine rooms. There have to be records, observations, designs!"

"And if there aren't? If those things destroyed all Quicksilver's files?" Rhinox's brow furrowed with worry.

"Then, well we're pretty much dead where we stand."

"Well, on that cheery note, let's go file hunting." Just then, a slight fluttering noise sounded from above, and Airazor landed gracefully beside them, heaving from her exertion.

"Optimus, we have to talk," she gasped. The other two listened intently to her story, and filled her in on their own details.

"This just gets better and better. Some days it just doesn't pay to get out of bed," she muttered sarcastically. "At least the Preds are out of commission; lightning strike took out a good portion of their electronics."

"Well, that's a proverbial silver lining."

"Bit tarnished if you ask me. Have you managed to get in touch with Tigatron?" Rhinox asked. Air Razor shook her head slowly.

"The storm must've taken out _his_ communications as well — we're on our own for this one."

"All the more reason to get started. Can you show us that lab you were talking about?"

* * *

The inside of the Axalon looked as though a group of two-year-olds on a constant sugar-rush had ripped though it. Nearly every piece of non-essential equipment had been torn from its place and scattered over the floor or outside. A soft electric hum filled the ship as pile after pile of the gleaming scrap metal was eaten away by Quicksilver's creations. The very air crackled with the energy being expended, as the cloud of soft blue mist made up of billions of the microscopic machines began to grow denser and larger. Soon the things had spread themselves out across the entire deck and began spilling out into the waning afternoon sun. Their Purpose was being achieved, and ahead of schedule, but something was wrong. The being that had been Cheetor considered the problem carefully. As their numbers grew, their energy supplies shrank. The ship and the three they had taken earlier in their former prison would keep them going for a while, but soon they would have to start shutting down units again. The floor of the Tenacious was littered with the shells of others, who had simply extinguished from the lack of energy. By the time the three new hosts had stumbled upon the ancient hulk, only a fraction of their formidable army remained. Now they had once again reached a semblance of their former power, but what good was it if it didn't last? The Purpose would be lost.

The tiny creatures that now controlled every aspect of Cheetor's thought processes and functions could feel the body growing weaker already. It was not enough to slow them down, but it would be soon enough. The beings the unclaimed Maximals had called Rattrap and Dinobot were at that very moment directing the mining of new energon, but even with their newly restored numbers it was a long and slow process. What they needed, It decided, were more hosts, more bodies to suck dry and then use for raw material, as they had done with the crew of the Tenacious. What they needed, it decided suddenly, were the other Maximals. The creature that had once been the most immature of the group, the _last_ to worry about a plan, grinned ferally as a complex and devious scheme began to form in its violated mind.

* * *

The door to Quicksilver's lab had indeed been welded shut, though for what purpose was anyone's guess. A couple of well placed shots sent a now smoking piece of twisted metal sailing into a corner, stirring up yet another storm of dust that had settled over the once gleaming surfaces of the scientific equipment, and the three Maximals stepped into the room.

Rhinox had never believed a room that had once been bustling with activity could feel like tomb. He did now. He strode over to the nearest console and depressed a few buttons and switches, gratified when the various screens sprung to life with a low whine.

"Impressive craftsmanship." He muttered softly, for some reason reluctant to disturb the quiet of the lab. The others nodded silently.

Rhinox sat down and began typing a few instructions into the keyboard, trying various menus until he came across one marked "Mining".

_That's what they were invented for, s'good a place to start as any_, he thought to himself as schematics began scrolling up the cloudy screen. Brilliant pieces of work the machines were, very efficient, but apparently very dangerous as well. He found himself wondering what Quicksilver had felt, knowing that her creations could have turned out so badly, but put a stop to that particular train of thought; it was too horrible to contemplate, especially for a fellow inventor.

"Ah-hah, here we go. These logs were put in just after she downloaded that program into them. If there's anything we can use against them, it'll be in here." Optimus and Airazor leaned over his shoulder, studying the screen as intently as he. Suddenly, the menu seemed to dissolve as the now familiar face of Quicksilver resolved itself.

"I've locked the holocube in my quarters, I can only hope that whoever finds it has the sense to come here. It's only a matter of time before I am discovered, so listen and listen closely. The creatures are ruthlessly clever, as you have no doubt discovered. They are not bound by any emotion, only fierce determination. Once a few units manage to infest their "host" they attach themselves to all the processes, and actually begin to draw their energy from the being they inhabit. Our systems were not designed to support that kind of drainage; eventually the victim simply shuts down, forcing the machines to evacuate or shut down with it. Either way it is already too late." She closed her eyes briefly, and continued.

"It's too late for me and my crew. I have recorded the only weakness I can find, and I hope whoever is listening to this finds a way to exploit it... I can't. All that's left for me is to die with my crew. I want it to be known that they were the finest scientists it has ever been my good fortune to know, and what has transpired is my fault and mine alone."

Rhinox and the others watched, spellbound, as Quicksilver left the room. A moment later, the sound of a torch being fired up could be heard, and the seams of the door began to glow white-hot, as she welded her lab shut and safe from the things she had unleashed. The metal had barely lost its molten gleam when they heard voices on the other side of the door, and laser fire. None of them needed to ask what it meant. Outside these very doors, Quicksilver had met her death, and by the sounds of it, she had refused to go down without a fight. No more could be said of any Maximal, be it soldier or scientist.

"Well Rhinox, _can_ we exploit that weakness?" Optimus asked as the screen faded into blackness once more. The larger Maximal considered a moment, and one could almost hear the wheels turning in his head.

"Maybe there's a way. It's dangerous, but it's our only chance."

Optimus and Airazor listened eagerly to his plan, but their faces sobered as he finsihed.

"Do we want to do this?" Airazor asked quietly.

"No." Optimus answered. The other two whirled on him in surprise. "We _have_ to do this," he muttered grimly.

* * *

Back at the Axalon, the former Maximals were hatching a plot of their own. No doubt the misguided companions of these bodies were attempting to find a way to stop them. Fools, Cheetor's "guests" thought contemptuously.

"Do you know what to do?" he asked in the disconcertingly cold voice he had adopted in the Tenacious. Dinobot and Rattrap nodded an affirmative.

"Then let's begin, shall we?" The cloud that had pretty well enveloped the command center of the Axalon swirled around the three figures, and slowly began to thin as more and more of the creatures joined their "leaders" in the Maximals. By the time the blue mist had totally vanished, all three were visibly staggering under the strain of supporting so many. Soon though, there would be new hosts to drain, and that meant more units would be available for mining. _This_ time nothing would stop them. After they had captured the last three Maximals, they would move on to the other robots on this planet. There was no escape now.


	4. Part IV

**Ghost Ship**

by Nicki Ellsesser

PART IV

Rhinox was working a few final calculations, inwardly praying that he had made the right decision. If his plan worked, their comrades would be saved and the threat of these machines nullified; if not...

"I don't even want to think about it." He murmured to himself. Optimus and Airazor would be returning from their mission soon, and the next phase of their plan could proceed. All that remained now was to lure Cheetor, Rattrap, and Dinobot out to the Tenacious. His calculations done, Rhinox surveyed the helm of the Tenacious one last time, and was overcome with a rush of unexpected emotion. No matter how it was put, the Tenacious was a tomb, a final resting place and monument to her crew. Rhinox silently apologized to the spirits of those Maximals who had died long before he and his friends had set foot on this planet. It was as he was turning to leave that an alarm sounded, startling him out of his somber musings.

"What the..." His voice trailed off as the screen came up, showing him three red blips that indicated Maximal presences. Their path was incredibly erratic, but there was no doubt that they were heading for the Tenacious. The realization of what that meant hit him with the force of a freight train, and he leapt out of his seat as though he had been burned. He dashed over to the Com station and began frantically fiddling with the controls.

"C'mon baby, one last time. You can do it." With a loud hiss of static the channel opened. "Optimus, Airazor, do you read me? This is Rhinox! Come in!"

"—inox...barely hear you....wrong?" Airazor's voice sounded tinny and distant, and Rhinox could hardly make out her words.

"Airazor listen to me, you have to get back now! They're coming, we don't have much time. Repeat, they are on their way here now! Return to the Tenacious immediately." He shouted, hoping the increased volume would carry his words to them.

"-nderstood....turning..base..." The console sputtered once and died, leaving Rhinox with only the soft hum of static. Still it sounded as though they had understood — they _had_ to have understood.

"Rhinox, Rhinox come in! Slag! It's dead."

"What did you understand out of it," Optimus asked, hefting the container he was carrying up onto one shoulder.

"Not much, but we have to get back to the Tenacious right now. I think the boys are on their way." Optimus nodded grimly.

"You fly on ahead, in case Rhinox needs backup."

"Gotcha, and be careful."

"You too." With that Airazor leapt into the air and streaked towards the Tenacious.

* * *

Ahead of the other two, Cheetor stumbled over a large root, and crashed to the ground. He lay there panting before lurching to his feet again. The overmind of the machines now resided in him, and the strain of supporting the tiny invaders, as well as the energy it took to direct the actions of the others, was taking its toll on him. His energy reserves were nearly exhausted and it was only a matter of time before the machines began to attack the only other available source — his very Spark. Rattrap and Dinobot were not much better off, both fading fast.

"The ship is just ahead. Be quiet, we mustn't alert them to our presence." Cheetor, or at least his voice, barked out the order. The creatures diverted some of his precious power supply to the body's scanning system and surveyed the terrain all around their little group.

"Two of them are outside, you wait here and drive them in, then follow and seal the exits." He hissed to Dinobot, who nodded shortly. "Remember, separate them and take them quickly." With these final orders, the three tapped into the very last of their reserves letting all of it flow into them. The staggering, swaying gate they had been moving in vanished and they broke through the underbrush silently.

Cheetor and Rattrap slipped into the Tenacious without a backward glance, leaving Dinobot to herd the last of their prey in. As it turned out, they needn't have bothered. Airazor hurtled out of the clouds a moment later, swooping low over the ground before landing in front of the door. She resumed her robotic form and stepped through the portal just as Dinobot prepared to attack. Deprived of one target, he settled down to wait for the other one. The sun finally dipped below the horizon, letting the welcome cover of night steal over the land. Dinobot, grew increasingly impatient as the minutes slipped past. He was just about to abandon his post and return to the Tenacious, when Optimus appeared. Dinobot readied himself to charge, but hesitated a moment as he spotted Optimus' cargo. What was the Maximal up to? This had not been anticipated. Once again, his target did not stop, but plunged directly into the open portal, leaving Dinobot alone in the deepening night. He shrugged a bit, and stalked in after him, wrenching the door shut behind him and sealing it with a quick burst of laser fire from his eyes. Now to rendezvous with the others.

* * *

"Where do you want me to hook up this generator?" Airazor asked, dragging a large metal component behind her. Rhinox considered the set-up for a moment.

"Over on the other side of that passageway, make sure they're both in line." She dragged it over to the proper place and carefully lined it up with the identical unit on the other side.

"Hard to believe any of this stuff still works." Quicksilver's lab had provided a wealth of equipment and devices that could be of use in their upcoming fight, all of it carefully preserved and in need of only a few minor repairs. The most useful find, however, had been the portable force-field generators.

"Do you really think this scheme will work?"

"It _has_ to, Airazor, it has to." They were interrupted by Optimus' brisk footsteps further down the corridor.

"Is everything ready?" Rhinox called as their leader came into view.

"As ready as it'll ever be. Now, who wants who?" This was the most crucial part of their plan — they had to run their comrades down enough to force the machines to evacuate, which called for a precise matching of abilities.

"Airazor, I want you to handle Cheetor, you'll be able to stay ahead of him better than either of us. Rhinox, will it be Dinobot or Rattrap?"

"Rattrap," he said without hesitation. Rattrap was an annoying, overly cocky, every-bot-for-himself Maximal, and perversely, Rhinox counted him his best friend.

"Guess that leaves me with Dinobot, what a surprise."

"Well whadaya know? This works out _perfectly_." A cold voice hissed behind them. All three whirled to see the subjects of their discussion standing in the corridor. Cheetor lounged indolently against the wall, his expression dripping with menace, which was mirrored by Dinobot and Rattrap.

"Well you guys seem to be ready for us, let's get on with it shall we?" So saying, their three comrades attacked them with a ferocity none of them had ever seen before.

"Here goes nothin'" Rhinox muttered under his breath, and with that he, Optimus, and Airazor turned and dashed down three different corridors. The remaining Maximals stared after them in confusion for a moment.

"Don't just stand there, after them!" Cheetor growled. The other two nodded and raced after their targets.

*

Rhinox pelted down the hall as fast as he could, for the first time in his life cursing the heavy armor that surrounded him. His beast form was mildly faster, but even if he dared take the time to transform, the corridors weren't big enough. Behind him he could just make out the sound of Rattrap following him, at a _much_ faster pace. Well, where speed failed, cunning often succeeded. Rhinox had spent most of the day studying the schematics of the ship, until he knew every hallway, every branch corridor, every room by heart. Without slackening his speed, as it were, he darted through an arch and into a new hallway, then immediately abandoned it for another branch. With any luck, Rattrap would be far enough behind him that he would be forced to examine the hallway first, before checking the branches. Still, he didn't want to get _too_ far ahead of his friend.

"This is _not_ gonna be easy." He said quietly to the air in front of his face.

"Peek-a-boo, you're it!" Rattrap stepped around the corner, in beast form, his eyes alive with strange blue light. Rhinox sighed heavily and continued running down the corridor. Rattrap followed, but Rhinox quickly perceived that he was not moving as fast as before. "This might just work after all."

*

Airazor had abandoned the floor within the first few moments of the chase, when it became apparent she could not hope to outrun the thing behind her for long. She refused to think of him as Cheetor any more, for if she did, she might start having second thoughts about what they were planning to do, which in turn could cost her life. She hurtled down the corridors at near top speed in her flight mode, thanking the matrix that her slim form allowed her freedom of movement. As fast as she was going, her pursuer was right behind her and, she was afraid, gaining.

"Oh come on Airazor, it won't hurt a bit! I promise." The thing called after her, panting from exertion. He had reverted to beast mode a few minutes ago.

"Forgive me, if I find your word less than trustworthy!" she shouted back. According to the maps Rhinox had shown her, this corridor would run out in about 50 meters, which meant she had to take another branch right about...now. Demonstrating impressive control, she whipped through a passage way, executing a near 180 degree turn. She laughed triumphantly as she heard the thing behind her skid past the doorway, his claws scrabbling for purchase on the metal floor. A few moments later he was behind her again, but Airazor noticed he seemed hard-pressed to keep up the pace.

*

Optimus quickly led Dinobot away from the others, through the maze of hallways and rooms that made up the Tenacious, hoping that Rhinox and Airazor would be all right.

"Come now Optimus, surely a warrior like yourself can see that you are at a distinct tactical disadvantage. Why not give up and make it easy on yourself?"

"Why don't you shut up and make me?"

"Brave words Maximal, we heard such as those many times in this ship. Bravery made no difference then, and it will make no difference now."

"We'll just have to see about that." Suddenly Optimus stopped dead, turned and released a volley of laser fire on Dinobot, silently asking for forgiveness. The bigger Maximal was forced to take cover in a branch off, whereas Optimus shouldered his weapon and raced back the way they had come. He heard Dinobot following a moment later, in beast mode, though he wavered slightly with each step.

*

Rhinox lumbered down the last corridor, Rattrap behind him, though visibly shaking with the effort of keeping up with even Rhinox's pace. Rhinox felt yet another twinge of worry for his friends, they couldn't last much longer. At last he entered the home stretch, the conjunction of every hallway in the ship. In the very center of it was the container he had sent out with Optimus and Airazor, its contents glowing violet blue. He caught sight of Optimus and Airazor as well. As one they slipped into the same passageway, then immediately turned to face the conjunction. Their three comrades appeared scant seconds later, exhaustion written on all their features. Cheetor and Rattrap were obviously having trouble staying upright, while Dinobot leaned against a wall for support. Crossing his fingers, Rhinox depressed a switch on the device in front of him, and Quicksilver's force-field generators crackled to life, forming a faint green shield over every entrance and exit to the conjunction, effectively trapping the three in.

The overmind of the machines was cursing itself for it's stupidity. Their prey had become the hunters, tricking them into using up the little energy stores that had left. Hundreds of units had already shut down, just as had happened before. They needed a new source, now! These bodies would not last the hour out. Just then, something intruded on their sensors. Energy. Raw energy. Frantically the invaders began scanning for the source of it, then fell on it like so many starving organisms.

Rhinox, Airazor, and Optimus watched in fascination as a fine blue mist seeped out of all three of their friends, growing larger and denser by the minute. It surrounded the container of energon and began eating at it. Dinobot, Rattrap, and Cheetor collapsed in an unceremonious heap on the floor as the last of the machines abandoned them.

"Get ready, we'll only have one chance at this." Rhinox whispered, and deactivated the force field in front of them. Optimus and Airazor darted forward, snagging their comrades and dragging them back to safety. The instant they were clear, Rhinox reactivated the field and heaved a sigh of relief. He then scanned the three on the floor for a moment, concern welling up inside of him. The readings were barely there.

"We have to get them out of here, they need the CR chambers yesterday." He carefully hefted Dinobot up, while Optimus shouldered Cheetor, leaving Rattrap to Airazor.

"Hurry, before they completely absorb that energon." Staggering slightly under their burden, the three Maximals beat a hasty retreat from the Tenacious, stopping only to allow Optimus to blow the door open again. Once outside, and well away from the clearing, Rhinox removed one final device, and flipped a switch. Deep within the Tenacious, a detonator flared to life, and a moment later a thunderous roar split the air, and a wall of white-hot flame shot up from the clearing, casting an orange glow over the night.

"Well, that wasn't so hard, now was it?"

* * *

A few days later, life aboard the Axalon had returned to normal, or whatever passed for normal. Repairs were being completed on the systems the trio had destroyed or cannibalized, and the Maximals were counting their blessings.

"Tigatron to base, do you read me?" The com station cackled to life.

"We read ya Stripes, what's up?" Rattrap answered, fiddling with a nearby console.

"I've been trying to raise you for days; that was some storm wasn't it? So, have I missed anything interesting?"

.

FINISH

* * *

Transformer Author Spotlights thanks you for reading!


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